---

**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  WASHINGTON, DC 20549

**FORM 10-QSB**

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2005

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

000-30087   Commission file number

AMG OIL LTD.
  (Exact name of Small Business Issuer as Specified in its Charter)

|State of Nevada                   | N/A                      
|--------------------------------- | -------------------------
|(State or other jurisdiction      | (I.R.S. Employer         
|of Incorporation or Organization) | or Identification Number)

1407-1050 Burrard Street, Vancouver, B.C. V6Z 2S3
  (Address of Principal Executive Offices including zip code)

(604) 682-6496 (Issuer's Telephone Number, including Area Code)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [
X ] No [ ]

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. Common stock,
$.00001 par value per share: 16,600,000 outstanding as of February 14,
2006.

Transitional Small Business Disclosure Format (check one): Yes [
] No [ X ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ]

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AMG OIL LTD.

Quarterly Report On Form 10-QSB

For The Quarterly Period Ended December 31, 2005

INDEX

|PART I - FINANCIAL INFORMATION | 2                                                                
|------------------------------ | -----------------------------------------------------------------
|                               |                                                                  
|Item 1.                        | Financial Statements                                             
|                               |                                                                  
|Item 2.                        | Managements Discussion and Analysis                             
|                               |                                                                  
|Item 3.                        | Controls and Procedures                                          
|                               |                                                                  
|PART II  OTHER INFORMATION    | 8                                                                
|                               |                                                                  
|Item 1                         | Legal Proceedings                                                
|                               |                                                                  
|Item 2.                        | Unregistered Sales of Equity Securities and Use
      of Proceeds
|                               |                                                                  
|Item 3.                        | Defaults Upon Senior Securities                                  
|                               |                                                                  
|Item 4.                        | Submission of Matters to a vote of Securities Holders            
|                               |                                                                  
|Item 5.                        | Other Information                                                
|                               |                                                                  
|Item 6.                        | Exhibits                                                         
|                               |                                                                  
|SIGNATURES                     | 9                                                                

1

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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

The following unaudited interim financial statements of AMG Oil
Ltd. (the Company) are included in this Quarterly Report on Form 10-QSB:

|                                                                                                         | Page
|-------------------------------------------------------------------------------------------------------- | ----
|                                                                                                         |     
|Interim Balance Sheets as of December 31, 2005                                                           | F-1 
|                                                                                                         |     
|Interim Statements of Operations for the three months ended
      December 31, 2005 and 2004             | F-2 
|                                                                                                         |     
|Interim Statements of Changes in Stockholders Equity
      for the three months ended December 31, 2005 | F-3 
|                                                                                                         |     
|Interim Statements of Cash Flows for the three months ended
      December 31, 2005 and 2004             | F-4 
|                                                                                                         |     
|Notes to the Interim Financial Statements                                                                | F-5 

2

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|AMG OIL LTD.                                           |   |                |   |   |                |   |   |               |  
|------------------------------------------------------ | - | -------------- | - | - | -------------- | - | - | ------------- | -
|(A Development Stage Enterprise)                       |   |                |   |   |                |   |   |               |  
|Interim Balance
      Sheets                           |   |                |   |   |                |   |   |               |  
|                                                       |   |                |   |   |                |   |   |               |  
|                                                       |   | December 31,   |   |   | December 31,   |   |   | September 30, |  
|                                                       |   | 2005           |   |   | 2004           |   |   | 2005          |  
|                                                       |   | (Unaudited -   |   |   | (Unaudited    |   |   | (Audited)     |  
|                                                       |   | Prepared       |   |   | Prepared       |   |   |               |  
|Assets                                                 |   | by Management) |   |   | by Management) |   |   |               |  
|                                                       |   |                |   |   |                |   |   |               |  
|Current                                                |   |                |   |   |                |   |   |               |  
|                                                       |   |                |   |   |                |   |   |               |  
|Cash                                                   | $ | 12,747         |   | $ | 17,265         |   | $ | 14,526        |  
|                                                       |   |                |   |   |                |   |   |               |  
|                                                       |   | 12,747         |   |   | 17,265         |   |   | 14,526        |  
|                                                       |   |                |   |   |                |   |   |               |  
|Investments                                            |   | -              |   |   | 10,993         |   |   | -             |  
|Property and equipment                                 |   | 1,158          |   |   | 1,546          |   |   | 1,234         |  
|                                                       |   |                |   |   |                |   |   |               |  
|Total Assets                                           | $ | 13,905         |   | $ | 29,804         |   | $ | 15,760        |  
|                                                       |   |                |   |   |                |   |   |               |  
|Liabilities                                            |   |                |   |   |                |   |   |               |  
|                                                       |   |                |   |   |                |   |   |               |  
|Current                                                |   |                |   |   |                |   |   |               |  
|                                                       |   |                |   |   |                |   |   |               |  
|Accounts payable and accrued liabilities               | $ | 5,500          |   | $ | 5,195          |   | $ | 5,622         |  
|Due to related parties                                 |   | -              |   |   | 1,632          |   |   | -             |  
|                                                       |   |                |   |   |                |   |   |               |  
|Total Liabilities                                      |   | 5,500          |   |   | 6,827          |   |   | 5,622         |  
|                                                       |   |                |   |   |                |   |   |               |  
|Commitments and Contingencies                          |   | -              |   |   | -              |   |   | -             |  
|                                                       |   |                |   |   |                |   |   |               |  
|Stockholders Equity                                   |   |                |   |   |                |   |   |               |  
|Common stock, $0.00001 par value                       |   |                |   |   |                |   |   |               |  
|100,000,000 shares authorized                          |   |                |   |   |                |   |   |               |  
|Issued and outstanding at December 31,                 |   |                |   |   |                |   |   |               |  
|2005: 16,600,000 shares                                |   |                |   |   |                |   |   |               |  
|2004: 16,600,000 shares                                |   | 166            |   |   | 166            |   |   | 166           |  
|Additional paid-in capital                             |   | 2,835,709      |   |   | 2,835,709      |   |   | 2,835,709     |  
|Deficit accumulated
      during the development stage |   | (2,827,470     | ) |   | (2,812,898     | ) |   | (2,825,737    | )
|                                                       |   |                |   |   |                |   |   |               |  
|Total Stockholders
      Equity                       |   | 8,405          |   |   | 22,977         |   |   | 10,138        |  
|                                                       |   |                |   |   |                |   |   |               |  
|Total Liabilities
      and Stockholders Equity       | $ | 13,905         |   | $ | 29,804         |   | $ | 15,760        |  

See accompanying notes to the interim financial statements

F - 1

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|AMG OIL LTD.                            |   |              |   |   |              |   |   |                 |  
|--------------------------------------- | - | ------------ | - | - | ------------ | - | - | --------------- | -
|(A Development Stage Enterprise)        |   |              |   |   |              |   |   |                 |  
|Interim Statements of Operations        |   |              |   |   |              |   |   |                 |  
|(Unaudited  Prepared by Management)    |   |              |   |   |              |   |  
|                                        |   |              |   |   |              |   |   |                 |  
|                                        |   |              |   |   |              |   |   | Cumulative      |  
|                                        |   |              |   |   |              |   |   | from Inception  |  
|                                        |   | Three Months |   |   | Three Months |   |   | on February 20, |  
|                                        |   | Ended        |   |   | Ended        |   |   | 1997 to         |  
|                                        |   | December 31, |   |   | December 31, |   |   | December 31,    |  
|                                        |   | 2005         |   |   | 2004         |   |   | 2005            |  
|                                        |   |              |   |   |              |   |   |                 |  
|Expenses                                |   |              |   |   |              |   |   |                 |  
|                                        |   |              |   |   |              |   |   |                 |  
|General and administrative              | $ | 1,834        |   | $ | 6,025        |   | $ | 817,429         |  
|Loss on sale of investments             |   | -            |   |   | -            |   |   | 17,820          |  
|Write-down of investments               |   | -            |   |   | -            |   |   | 234,780         |  
|Write-off of loan
      receivable      |   | -            |   |   | -            |   |   | 30,000          |  
|                                        |   |              |   |   |              |   |   |                 |  
|                                        |   | (1,834       | ) |   | (6,025       | ) |   | (1,100,029      | )
|                                        |   |              |   |   |              |   |   |                 |  
|Other Income                            |   |              |   |   |              |   |   |                 |  
|                                        |   |              |   |   |              |   |   |                 |  
|Interest income                         |   | 101          |   |   | 91           |   |   | 59,969          |  
|                                        |   |              |   |   |              |   |   |                 |  
|Loss from continuing operations         |   | (1,733       | ) |   | (5,934       | ) |   | (1,040,060      | )
|                                        |   |              |   |   |              |   |   |                 |  
|Loss from
      discontinued operations |   | -            |   |   | -            |   |   | (1,787,410      | )
|                                        |   |              |   |   |              |   |   |                 |  
|Net loss                                | $ | (1,733       | ) | $ | (5,934       | ) | $ | (2,827,470      | )
|                                        |   |              |   |   |              |   |   |                 |  
|Basic and diluted loss per common       |   |              |   |   |              |   |   |                 |  
|share:                                  |   |              |   |   |              |   |   |                 |  
|From continuing
      operations        | $ | (0.00        | ) | $ | (0.00        | ) | $ | (0.06           | )
|Discontinued
      operations           |   | (0.00        | ) |   | (0.00        | ) |   | (0.11           | )
|                                        | $ | (0.00        | ) | $ | (0.00        | ) | $ | (0.17           | )
|                                        |   |              |   |   |              |   |   |                 |  
|Weighted average number of              |   |              |   |   |              |   |   |                 |  
|common shares outstanding               |   | 16,600,000   |   |   | 16,600,000   |   |   |                 |  

See accompanying notes to the interim financial statements

F - 2

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|AMG OIL LTD.                                                |  |                    |  |   |         |  |   |             |  |   |               |   |   |        |  
|----------------------------------------------------------- |  | ------------------ |  | - | ------- |  | - | ----------- |  | - | ------------- | - | - | ------ | -
|(A Development Stage Enterprise)                            |  |                    |  |   |         |  |   |             |  |   |               |   |  
|Interim Statements of Changes in Stockholders
      Equity |  |                    |  |   |         |  |  
|(Unaudited  Prepared by Management)                        |  |                    |  |   |         |  |   |             |  |   |               |   |  
|                                                            |  |                    |  |   |         |  |   |             |  |   |               |   |   |        |  
|For the
      Three Months Ended December 31, 2005          |  |                    |  |   |         |  |   |             |  |  
|                                                            |  |                    |  |   |         |  |   |             |  |   |               |   |   |        |  
|                                                            |  |                    |  |   |         |  |   |             |  |   | Deficit       |   |   |        |  
|                                                            |  |                    |  |   |         |  |   |             |  |   | Accumulated   |   |   |        |  
|                                                            |  |                    |  |   |         |  |   | Additional  |  |   | During the    |   |   | Total  |  
|                                                            |  | Common
      Stock |  |   | Paid-in |  |   | Development |  |   | Stockholders |  
|                                                            |  | Shares             |  |   | Amount  |  |   | Capital     |  |   | Stage         |   |   | Equity |  
|                                                            |  |                    |  |   |         |  |   |             |  |   |               |   |   |        |  
|Balance at September 30,                                    |  |                    |  |   |         |  |   |             |  |   |               |   |   |        |  
|2005                                                        |  | 16,600,000         |  | $ | 166     |  | $ | 2,835,709   |  | $ | (2,825,737    | ) | $ | 10,138 |  
|                                                            |  |                    |  |   |         |  |   |             |  |   | (1,106,470    | ) |   |        |  
|Net loss during the period                                  |  |                    |  |   |         |  |   |             |  |   | (1,733        | ) |   | (1,733 | )
|                                                            |  |                    |  |   |         |  |   |             |  |   |               |   |   |        |  
|Balance at December 31,                                     |  |                    |  |   |         |  |   |             |  |   |               |   |   |        |  
|2005                                                        |  | 16,600,000         |  | $ | 166     |  | $ | 2,835,709   |  | $ | (2,827,470    | ) | $ | 8,405  |  

See accompanying notes to the interim financial statements

F - 3

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|AMG OIL LTD.                                   |   |              |   |   |              |   |   |                         |  
|---------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ----------------------- | -
|(A Development Stage Enterprise)               |   |              |   |   |              |   |   |                         |  
|Interim Statements of Cash Flows               |   |              |   |   |              |   |   |                         |  
|(Unaudited 
      Prepared by Management)     |   |              |   |   |              |   |   |                         |  
|                                               |   |              |   |   |              |   |   | Cumulative              |  
|                                               |   | Three Months |   |   | Three Months |   |   | from Inception          |  
|                                               |   | Ended        |   |   | Ended        |   |   | on February 20,         |  
|                                               |   | December 31, |   |   | December 31, |   |   | 1997 to                 |  
|                                               |   | 2005         |   |   | 2004         |   |   | December
      31, 2005 |  
|Operating Activities                           |   |              |   |   |              |   |   |                         |  
|Net loss from continuing operations            | $ | (1,733       | ) | $ | (5,934       | ) | $ | (1,040,060              | )
|Adjustments to reconcile net loss to           |   |              |   |   |              |   |   |                         |  
|cash used in operating activities:             |   |              |   |   |              |   |   |                         |  
|Depreciation                                   |   | 76           |   |   | 103          |   |   | 4,731                   |  
|Net compensation expense from stock            |   |              |   |   |              |   |   |                         |  
|options                                        |   | -            |   |   | -            |   |   | 184,875                 |  
|Loss on sale of investments                    |   | -            |   |   | -            |   |   | 17,820                  |  
|Write-down of investments                      |   | -            |   |   | -            |   |   | 234,780                 |  
|Write-off of loan receivable                   |   | -            |   |   | -            |   |   | 30,000                  |  
|Changes in non-cash working capital:           |   |              |   |   |              |   |   |                         |  
|Accounts payable and accrued liabilities       |   | (122         | ) |   | 195          |   |   | 6,447                   |  
|Due to related
      parties                   |   | -            |   |   | 494          |   |   | (23,181                 | )
|Net cash used in continuing operations         |   | (1,779       | ) |   | (5,142       | ) |   | (584,588                | )
|Net cash used in discontinued
      operations |   | -            |   |   | -            |   |   | 60,405                  |  
|Net cash used in operating activities          |   | (1,779       | ) |   | (5,142       | ) |   | (524,183                | )
|Financing Activities                           |   |              |   |   |              |   |   |                         |  
|Common shares issued for cash                  |   | -            |   |   | -            |   |   | 2,681,000               |  
|Common shares re-purchased
      with cash     |   | -            |   |   | -            |   |   | (30,000                 | )
|Net cash provided by financing                 |   |              |   |   |              |   |   |                         |  
|Activities                                     |   | -            |   |   | -            |   |   | 2,651,000               |  
|Investing Activities                           |   |              |   |   |              |   |   |                         |  
|Loan receivable                                |   | -            |   |   | -            |   |   | (30,000                 | )
|Purchase of investments                        |   | -            |   |   | -            |   |   | (324,856                | )
|Proceeds from sale of investments              |   | -            |   |   | -            |   |   | 82,256                  |  
|Oil and gas exploration expenditures           |   | -            |   |   | -            |   |   | (1,835,581              | )
|Purchase of property
      and equipment       |   | -            |   |   | -            |   |   | (5,889                  | )
|Net cash used in investing activities          |   | -            |   |   | -            |   |   | (2,114,070              | )
|Net increase (decrease) in cash                |   |              |   |   |              |   |   |                         |  
|During the period                              |   | (1,779       | ) |   | (5,142       | ) |   | 12,747                  |  
|Cash position -
      Beginning of period      |   | 14,526       |   |   | 22,407       |   |   | -                       |  
|Cash position  End of period                  | $ | 12,747       |   | $ | 17,265       |   | $ | 12,747                  |  
|Supplemental disclosure of net-cash            |   |              |   |   |              |   |   |                         |  
|discontinued operations:                       |   |              |   |   |              |   |   |                         |  
|Net loss from discontinued operations          | $ | -            |   | $ |              |   | $ | (1,787,410              | )
|Gain on forgiveness of debt                    |   | -            |   |   | -            |   |   | 22,234                  |  
|Write-off of oil and gas interest              |   | -            |   |   | -            |   |   | 1,832,520               |  
|Gain on sale of oil and gas interest           |   | -            |   |   | -            |   |   | (6,939                  | )
|Foreign exchange                               |   | -            |   |   | -            |   |   | -                       |  
|Net cash used in discontinued items            |   | -            |   |   | -            |   |   | 60,405                  |  
|Supplemental disclosure of non-cash            |   |              |   |   |              |   |   |                         |  
|investing activities:                          |   |              |   |   |              |   |   |                         |  
|Purchase of investments                        | $ | -            |   |   | -            |   | $ | (10,000                 | )

See accompanying notes to the interim financial statements

F - 4

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|AMG OIL LTD.                                               
|-----------------------------------------------------------
|(A Development Stage Enterprise)                           
|Notes to the Interim Financial Statements                  
|(unaudited 
      Prepared by Management)                 
|                                                           
|For the Three
      Months Ended December 31, 2005 and 2004

NOTE 1 - NATURE OF OPERATIONS AND CONTINGENCIES

The Companys business focus is the acquisition of an interest
in a suitable resource based asset. The operations of the Companys subsidiary
for the exploration of New Zealand oil and gas properties was discontinued
during the 2003 fiscal year based on managements decision that the subsidiary
had limited prospects, at that time, for developing profitable operations.

These financial statements have been prepared in accordance
with generally accepted accounting principles in the United States on a going
concern basis, which contemplates the realization of assets and the liquidation
of liabilities in the ordinary course of business. They do not include any
adjustments to the recoverability and classification of recorded assets amounts
and liabilities that might be necessary should the Company be unable to continue
as a going concern. The Company has incurred recurring operating losses and has
an accumulated deficit of $2,827,470 and Stockholders Equity of $8,405 at
December 31, 2005. These factors, among others, raise substantial doubt about
the Companys ability to be able to continue as a going concern. The future of
the Company and the realization of its asset values will depend upon the
Companys ability to obtain adequate financing and continuing support from
shareholders and creditors to attain profitable operations.

The Company is a development stage enterprise and is required
to identify that these financial statements are those of a development stage
enterprise in accordance with paragraph 12 of Statement of Financial Accounting
Standards No. 7 and is focusing on acquiring suitable resource based assets.

NOTE 2 - ACCOUNTING PRINCIPLES AND USE OF ESTIMATES

The accompanying unaudited interim financial statements of AMG
Oil Ltd. have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form 10-QSB
as prescribed by the Securities and Exchange Commission. This form 10-QSB should
be read in conjunction with the Companys September 30, 2005 Form 10-KSB. All
material adjustments which, in the opinion of management, are necessary for a
fair presentation of the results for the interim periods have been reflected.
The results of the three months ended December 31, 2005 are not necessarily
indicative of the results to be expected for the full year.

NOTE 3 - COMMON STOCK

Authorized and Issued Share Capital

The authorized share capital of the Company is 100,000,000
shares of common stock with a par value of $0.00001 per share. At December 31,
2005, there were 16,600,000 shares (December 31, 2004: 16,600,000) issued and
outstanding.

F - 5

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NOTE 4 - INCOME TAXES

There are no income taxes payable by the Company. At December
  31, 2005 the Company has tax pools to offset future taxable income derived in
  the United States. The benefits of these tax pools have been offset by a valuation
  allowance of the same amount.

F - 6

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ITEM 2. MANAGEMENTS DISCUSSION & ANALYSIS

The following discussion of our financial condition, changes
  in financial condition and results of operations for the three months ended
  December 31, 2005 should be read in conjunction with our unaudited consolidated
  interim financial statements and related notes for the three months ended December
  31, 2005.

Forward Looking Statements

Certain information in this report including statements made
  in "Management's Discussion and Analysis", "Description of Business" and elsewhere
  contain "forward-looking statements". All statements other than statements of
  historical fact are "forward-looking statements", including any projections
  of earnings, revenues or other financial items, any statements of the plans
  and objectives of management for future operations, any statements concerning
  proposed new products or services, any statements regarding future economic
  conditions or performance, and any statements of assumptions underlying any
  of the foregoing. In some cases, forward-looking statements can be identified
  by the use of terminology such as "may," "will," "expects," "plans," "anticipates,"
  "estimates," "potential," or "continue," or the negative thereof or other comparable
  terminology. Although AMG Oil believes that the expectations reflected in its
  forward-looking statements are reasonable, it can give no assurance that such
  expectations or any of its forward-looking statements will prove to be correct,
  and actual results could differ materially from those projected or assumed in
  these forward-looking statements.

Forward-looking statements include but are not limited to:

- AMG Oil's ability to implement successfully its operating strategy;
- Future financial performance as estimated in AMG Oil's financial projections;
- AMG Oil's forecasts of market demand; and,
- Highly competitive market conditions.

This list of categories of forward-looking statements should
  not be construed as exhaustive. AMG Oil will not update or revise any forward-looking
  statements.

The following discussion contains forward-looking statements
  that involve risks, uncertainties and assumptions. Our actual results may differ
  materially from those anticipated in these forward-looking statements as a result
  of many factors, including, but not limited to, those set forth under Risk
  Factors in our annual report on Form 10-KSB for the year ended September
  30, 2005, elsewhere in that report and in this quarterly report.

Going Concern

Our financial statements have been prepared in accordance
  with generally accepted accounting principles in the United States on a going
  concern basis, which contemplates the realization of assets and the liquidation
  of liabilities in the ordinary course of business. They do not include any adjustments
  to the recoverability and classification of recorded assets amounts and liabilities
  that might be necessary should we be unable to continue as a going concern.
  We have incurred recurring operating losses and have an accumulated deficit
  of $2,827,470 and Stockholders Equity of $8,405 at December 31,
  2005. These factors, among others, raise substantial doubt about our ability
  to be able to continue as a going concern. The future of our company will depend
  upon our ability to obtain adequate financing and continuing support from shareholders
  and creditors to attain profitable operations.

3

---

Description of Business

Overview

The Registrant was previously engaged in the acquisition and
  exploration of resource properties, but has been inactive since 2003. Currently,
  the Registrants only significant asset is cash. Accordingly, the Registrant
  is a shell company within the meaning assigned that term in Rule
  12b-2 of the Securities Exchange Act of 1934, as amended (the Exchange
  Act).

The Registrant is administered through its corporate office
  located at #1407-1050 Burrard Street, Vancouver, British Columbia, Canada V6Z
  2S3. The Registrants telephone number is (604) 682-6496.

Corporate History

The Registrant was incorporated on February 20, 1997 under
  the name "Trans New Zealand Oil Company" by filing its Articles of Incorporation
  with the Secretary of State of Nevada. The Registrant changed its name to AMG
  Oil Ltd. on July 27, 1998. The Registrant's fiscal year end is September 30.

From 1999 to 2003, the Registrant was modestly active in seeking
  suitable oil and gas properties for exploration and development in New Zealand.
  It withdrew from the New Zealand exploration permit during the 2003 fiscal year,
  and assigned its interest to the other participants in the permit.

On February 1, 2006, the British Columbia Securities Commission
  granted the Registrants application to be designated as a reporting issuer
  under the Securities Act (British Columbia). Accordingly, the Registrant and
  its insiders are now subject to the continuous disclosure requirements under
  the securities laws of the Province of British Columbia, Canada.

Current Status

The Registrant does not receive any revenue from its discontinued
  oil & gas operations in New Zealand and has no significant assets, tangible
  or intangible. The Registrant has no history of earnings and there is no assurance
  that the business of the Registrant will be profitable. As at the end of the
  quarter ended December 31, 2005, the Registrant has an accumulated deficit of
  $2,827,470 which includes a loss of $1,733 for the quarter and the Registrant
  is expected to continue incurring operating losses and accumulating deficits
  in future periods. The Registrant has no significant future obligations.

We currently have ongoing obligations with respect to our
  corporate operations and we expect to need to place additional equity securities
  with investors, in order to raise the capital required for our ongoing activities
  until such time that we can generate revenues from operations.

There can be no assurance that we will earn revenue, operate
  profitably or provide a return on investment to our security holders. We now
  propose to derive all of our revenue from the intended acquisition of suitable
  international oil and gas properties.

Employees and Consultants

The Registrant has no employees, with the exception of our
  sole executive officer, Mr. Michael Hart, and has not retained the services
  of any consultants.

The Registrant is in the start-up stage and none of the Registrants
  executive officers have employment agreements with the Registrant.

Administration Contract

The Registrant receives corporate services from DLJ Management
  Corp., a subsidiary of Trans-Orient Petroleum Corp, based on an oral agreement.
  The services consist of shareholder relations and communications, administrative
  and accounting support. DLJ Management Corp, until January 31, 2005, billed
  monthly for its services on a cost-recovery basis, billing the Registrant and
  other associated companies for costs already incurred with no mark-up or other
  such charges, for items such as labor and rent, office costs, and employee benefits.
  As a result of the lack of capital of the Registrant, these services were provided
  by DLJ at no cost from February 1, 2005 to date. These services are not expected
  to continue for any significant period after the change of control described
  below.

4

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The Registrant utilizes the office space for its corporate office,
  on a rent-free basis, pursuant to a verbal agreement with Trans-Orient Petroleum
  Ltd. and TAG Oil Ltd.

Change of Control

Pursuant to an agreement made November 16, 2005, Robert Pollock,
  a Toronto, Ontario businessman, acquired control of the Registrant through the
  purchase of 8,600,000 shares of the Registrants common stock at a price
  of $0.01 per share. This transaction was disclosed in the Registrants
  current report on Form 8-K, filed on December 1, 2005.

The purchase and sale of these shares for $86,000 was completed
  on November 29, 2005. These shares represent 51.9% of the outstanding shares
  of the Registrant. The seller of these shares was the previous majority shareholder,
  Trans-Orient Petroleum Ltd., which sold 7,305,500 million of these shares and
  one other seller, who sold 1,294,500 shares. Trans-Orient is a corporation whose
  common stock is registered under section 12(g) of the Exchange Act, and is controlled
  by Mr. Peter C. Loretto, its President, who is a businessman residing in Vancouver,
  British Columbia, Canada.

Trans-Orient sold its controlling shares in the Registrant because
  they represented an investment in a superfluous inactive affiliate. Mr. Pollock
  purchased the 8,600,000 shares with personal funds and has advised that he has
  acquired control of the Registrant with a view to endeavoring to reactivating
  its oil and gas exploration although there can be no assurance he will be successful
  at doing so. At this time, the Registrant has not committed to any financing
  or property acquisition transactions although it is currently seeking capital
  and prospects.

By agreement with Mr. Pollock, the current directors of the Registrant
  have agreed to resign from the Board of the Registrant on request of Mr. Pollock
  but may resign of their own volition at any time.

Results of Operations

The Company has incurred losses to date of $2,827,470 which includes
  a net less for the first quarter of the 2006 fiscal year of $1,733 versus a
  first quarter loss of $5,934 last year.

The Companys loss of $1,733 for the quarter consisted of
  general and administrative costs (G&A) specifically, legal and
  filing and transfer agent expenses as well as minor office costs.

Summary of Quarterly Results

Three 
        Month 
        Period 
        Ended 
        December 
        31, 2005 
        $
      Three 
        Month 
        Period 
        Ended 
        Sept. 30, 
        2005 
        $
      Three 
        Month 
        Period 
        Ended 
        June 30, 
        2005 
        $
      Three 
        Month 
        Period 
        Ended 
        March 31, 
        2005 
        $
      Three 
        Month 
        Period 
        Ended 
        December 
        31, 2004 
        $
      Three 
        Month 
        Period 
        Ended 
        Sept 30, 
        2004 
        $
      Three 
        Month 
        Period 
        Ended 
        June 30, 
        2004 
        $
      Three 
        Month 
        Period 
        Ended 
        March. 31, 
        2004 
        $Total Revenue
      -
      -
      -
      -
      -
      -
      -
      -G&A
      (1,834)
      (6,619)
      (1,658)
      (3,146)
      (6,025)
      (10,352)
      (7,144)
      (6,157)Loss on sale of investments
      -
      -
      (1,685)
      -
      -
      -
      -
      -Write-off of loan receivable
      -
      -
      -
      -
      -
      (30,000)
      -
      -Interest Income
      101
      105
      87
      77
      91
      78
      63
      107Net income (loss) for the period
      (1,733)
      (6,514)
      (3,256)
      (3,069)
      (5,934)
      (40,274)
      (7,081)
      (6,050) 5


---

Three 
        Month 
        Period 
        Ended 
        December 
        31, 2005 
        $
      Three 
        Month 
        Period 
        Ended 
        Sept. 30, 
        2005 
        $
      Three 
        Month 
        Period 
        Ended 
        June 30, 
        2005 
        $
      Three 
        Month 
        Period 
        Ended 
        March 31, 
        2005 
        $
      Three 
        Month 
        Period 
        Ended 
        December 
        31, 2004 
        $
      Three 
        Month 
        Period 
        Ended 
        Sept 30, 
        2004 
        $
      Three 
        Month 
        Period 
        Ended 
        June 30, 
        2004 
        $
      Three 
        Month 
        Period 
        Ended 
        March. 31, 
        2004 
        $Basic and Diluted income (loss) per share
      0.00
      0.00
      0.00
      0.00
      0.00
      0.00
      0.00
      0.00


In the periods where net losses are incurred, stock options and
  share purchase warrants outstanding were not included in the computation of
  diluted loss per share as the inclusion of such securities would be antidilutive.

The Company has not had any discontinued operations or extraordinary
  items in the past two years, therefore has not shown the impacts of these on
  the net loss and basic/diluted loss per share.

A comparative summary of the Companys G&A costs over
  the three month period ending December 31, 2005 is as follows:

|                             |   | 3 months ended December 31 | 
|---------------------------- | - | -------------------------- | 
|                             |   |                            | 
|                             |   | 2005                       | 
|Filing, listing and transfer | $ | 822                        | 
|agent                        |   |                            | 
|Office and Administration    |   | 423                        | 
|Professional fees            |   | 488                        | 
|Wages                        |   |                            | 
|                             | $ | 1,834                      | 

Capital Expenditures

The Company has no material commitments for capital expenditure
  at December 31, 2005 or as of the date of this filing.

Liquidity and Capital Resources

The Company did not conduct any financing or investing activities
  during the three months ended December 31, 2005 and currently the Company has
  16,600,000 shares outstanding (December 2004: 16,600,000).

At December 31, 2005 our current assets totaled $12,747 compared
  to $14,526 at the beginning of the fiscal year. Our current assets for both
  periods consisted entirely of cash. Our current liabilities at December 31,
  2005 were $5,500 (September 30, 2005: $5,622). Cash on hand is currently our
  only source of liquidity. We do not have any lending arrangements in place with
  banking or financial institutions and we do not anticipate that we will be able
  to secure these funding arrangements in the near future.

We propose to raise additional financing through the sale of
  equity securities during the second quarter of the 2006 fiscal year, although
  there can be no assurance that such funding will be available. In the event
  that future equity financing cannot be raised or negotiations for joint venture
  funding are not successful, our activities may be curtailed and this may adversely
  affect our ability to carry out any acquisitions of suitable resource based
  assets or any other business opportunity.

We believe our existing cash balances are not sufficient to carry
  out our normal operations for the balance of the fiscal year and additional
  cash is required for administrative costs and the acquisition of suitable oil
  and gas interests or any other business opportunity during this period. To the
  extent that we require additional funds to support our operations or the expansion
  of our business, we may sell additional equity or issue debt. Any sale of additional
  equity securities will result in dilution to our stockholders. There can be
  no assurance that additional financing, if required, will be available to our
  company or on acceptable terms.

6

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On February 8, 2006, we filed a notice of a proposed unregistered
  offering of securities on Form 8-K pursuant to Rule 135c under the Securities
  Act of 1933, as amended. As described in the notice, the private placement consists
  of up to 5,000,000 Units at a price of US$0.25 per Unit for maximum gross
  proceeds of US$1.25 million. Each Unit will consist of one common share
  and one two-year share purchase warrant, exercisable at a price of US$0.50
  per share, subject to accelerated expiry provisions should the shares of the
  Company trade over US$1.00 for 20 consecutive days, after a registration
  statement relating to the resale of certain of the securities issued in the
  offering has been declared effective by the Securities and Exchange Commission
  and at least four months has elapsed from the closing date of the financing.
  The Companys agent will sell the Units on a best efforts basis, will be
  entitled to a commission, and has been granted a two year option to acquire
  up to 6% of the aggregate number of Units issued and sold under the offering,
  exercisable at a price of US$0.25 per share. On February 10, 2006, our board
  of directors resolved to increase the maximum offering to 6,000,000 units.

Net proceeds of the best efforts financing will be for working
  capital and to enhance the Companys ability to acquire a suitable interest
  in a resource based asset.

The securities will be offered on a prospectus-exempt basis
  in certain provinces of Canada and elsewhere where permitted by applicable law.
  The Company has agreed to prepare and file a registration statement with the
  US Securities Exchange Commission in connection with these securities and will
  provide a 10% upwards adjustment in the number of securities issued if the registration
  statement is not effective within 180 days from closing. The best efforts financing
  is subject to the completion of definitive agreements, with closing expected
  to occur on or about February 21, 2006.

The securities have not been registered under the Securities
  Act of 1933, as amended, or under any state securities laws, and may not be
  offered or sold in the United States absent registration or an applicable exemption
  from the registration requirements.

Off-Balance Sheet Arrangements and Proposed Transactions

The Company does not have any off-balance sheet arrangements.

Transactions with Related Parties

There were no transactions with related parties during the
  three months ended December 31, 2005.

Accounting Pronouncements Recently Issued

There have been no accounting pronouncements recently issued
  that have had an affect on the Company.

Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, our company
  carried out an evaluation of the effectiveness of the design and operation of
  our disclosure controls and procedures as of December 31, 2005, being the date
  of our most recently completed fiscal quarter. This evaluation was carried out
  under the supervision and with the participation of Michael Hart, who is our
  principal executive officer and our former principal financial officer. Based
  upon that evaluation, Mr. Hart concluded that our disclosure controls and procedures
  are effective in timely alerting management to material information relating
  to us required to be included in our periodic SEC filings. There have been no
  significant changes in our internal controls or in other factors that could
  significantly affect internal controls subsequent to the date we carried out
  our evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  in our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the SECs
  rules and forms. Disclosure controls and procedures include, without limitation,
  controls and procedures designed to ensure that information required to be disclosed
  in our reports filed under the Exchange Act is accumulated and communicated
  to management, including our principal executive officer and our principal financial
  officer, to allow timely decisions regarding required disclosure.

During our most recently completed fiscal quarter ended December
  31, 2005 there were no changes in our internal control over financial reporting
  that have materially affected, or are reasonably likely to affect, our internal
  control over financial reporting.

7

---

The term internal control over financial reporting
  is defined as a process designed by, or under the supervision of, the registrants
  principal executive and principal financial officers, or persons performing
  similar functions, and effected by the registrants board of directors,
  management and other personnel, to provide reasonable assurance regarding the
  reliability of financial reporting and the preparation of financial statements
  for external purposes in accordance with generally accepted accounting principles
  and includes those policies and procedures that:

|(a) | Pertain to the maintenance of records that in reasonable
        detail accurately and fairly reflect the transactions and dispositions
        of the assets of the registrant;                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | Provide reasonable assurance that transactions are recorded
        as necessary to permit preparation of financial statements in accordance
        with generally accepted accounting principles, and that receipts and expenditures
        of the registrant are being made only in accordance with authorizations
        of management and directors of the registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(c) | Provide reasonable assurance regarding prevention or
        timely detection of unauthorized acquisition, use or disposition of the
        registrants assets that could have a material effect on the financial
        statements.                                                                                                                                          

PART II OTHER INFORMATION

Legal Proceedings

None.

Changes in Securities and Use of Proceeds

None.

Defaults Upon Senior Securities

None.

Submissions of Matters to a Vote of Security Holders

No matters were submitted to our security holders for a vote
  during the three months ended December 31, 2005.

Other Information

On February 1, 2006, Mr. Garth Johnson was appointed as Chief
  Financial Officer of the Registrant on an interim basis and, at this time, on
  a no charge basis, replacing Mr. Michael Hart. Mr. Johnson is a Certified General
  Accountant.

Exhibits and Reports on Form 8-K

(a) Exhibits

|Exhibit No. | Description of Exhibit                                   
|----------- | ---------------------------------------------------------
|3.1         | Articles of Incorporation, as filed February 20, 1997 (1)
|3.2         | Bylaws (1)                                               

8

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3.3
      Articles of Amendment to the Articles of Incorporation,
          as filed on July 27, 1998 (1)31.1
      Certification of Principal
          Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated
          under the Securities and Exchange Act of 1934, as amended. (2)31.2
      Certification of Principal
          Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated
          under the Securities and Exchange Act of 1934, as amended. (2)32.1
      Certification pursuant to
          18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002 (Principal Executive Officer) (2)32.2
      Certification pursuant to
          18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002 (Principal Financial Officer) (2)


|(1) | Incorporated herein by reference from our Form 10-SB
        registration statement and all amendments thereto filed with the Securities
        and Exchange Commission, and amendments thereto, SEC file No. 000-30087.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                          
|(2) | Filed as an exhibit to this Quarterly Report on Form
        10-QSB.                                                                                                                                                     

(b) Reports on Form 8-K filed during the quarter.

On December 1, 2005, we filed a current report on Form 8-K disclosing
  an agreement dated November 16, 2005, pursuant to which Robert Pollock acquired
  control of our company through the purchase of 8,600,000 shares of the our outstanding
  common stock at a price of $0.01 per share.

Additional information relating to the Company is available on
  www.sedar.com and www.sec.gov.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
  1934, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned, thereunto duly authorized on this 14th day of February,
  2006.

| | AMG OIL LTD.                              
| | ------------------------------------------
| | (Registrant)                              
| |                                           
| | BY:                                       
| | Michael Hart, Principal Executive Officer 
| |                                           
| | /s/ Garth Johnson                         
| | Garth Johnson, Principal Financial Officer

9

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